UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



Amendment No. 1 to

FORM 10-K/A





|(Mark one)
|----------
|          
|x         

For the Fiscal Year Ended August 31, 2013

OR

| 
|-
| 
|o

For the transition period from _________________to

|                                 | 
|-------------------------------- | 
|Commission File Number:000-54236 | 
|                                 | 
|                                 | 

JA Energy

(Exact name of registrant as specified in
its charter)

_________________

|Nevada                       |                                   | 27-3349143       |                    
|---------------------------- | --------------------------------- | ---------------- | -------------------
|(State or Other Jurisdiction |                                   | (I.R.S. Employer |                    
|                             | of Incorporation or Organization) |                  | Identification No.)
|                             |                                   |                  |                    



|7495 W. Azure Dr. Suite 110, Las Vegas, NV |                                          | 89130 |           
|------------------------------------------ | ---------------------------------------- | ----- | ----------
|                                           | (Address of principal executive offices) |       | (Zip Code)
|                                           |                                          |       |           

(702) 515-4036

(Registrant’s telephone number, including
area code)



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNoþ



Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Act.

YesoNoþ



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. YesþNoo



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesoNooNot Applicable





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.þ



Indicate by checkmark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to

this Form 10-K. [X]



|Large accelerated filer                      | o | Accelerated filero        
|-------------------------------------------- | - | --------------------------
|Non-accelerated filer                        | o | Smaller Reporting Companyþ
|(Do not check if a smaller reporting company |   |                           



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesoNoþ



The aggregate market value of the Company's common shares of voting
stock held by non-affiliates of the Company at December 12, 2013, computed by reference to the last sale of $0.95 per-share price
quoted on the OTC-BB was $8,550,000.



As of February 24, 2014, there were 38,402,385 shares of common
stock, par value $0.001 per share, of the registrant outstanding.













Explanatory Note



We are filing this Amendment No. 1 on Form
10-K/A for the year ended August 31, 2013 to amend our Form 10-K originally filed with the U. S. Securities and Exchange Commission
on December 13, 2013. We are filing this amendment Form 10-K/A to include the report of our former auditors which is being referred
to by our current auditors' "Report of Independent Registered Public Accounting Firm" concerning our audited financials.



This
amendedForm 10-K/A-1 does not attempt to modify or update any other disclosures set forth in
the original Form 10-K except as set forth above. Additionally, this amended Form 10-K, except as set forth above, speaks as of
the filing date of the original Form 10-K and does not update or discuss any other Company developments after the date of the original
filings.



INDEX



|         | TITLE                                                                                      | PAGE
|-------- | ------------------------------------------------------------------------------------------ | ----
|         |                                                                                            |     
|ITEM 1.  | Business                                                                                   | 2   
|         |                                                                                            |     
|ITEM 2.  | Properties                                                                                 | 10  
|         |                                                                                            |     
|ITEM 3.  | Legal Proceedings                                                                          | 10  
|         |                                                                                            |     
|ITEM 4.  | Mine Safety Disclosures                                                                    | 10  
|         |                                                                                            |     
|ITEM 5.  | Market for Common Equity and Related Stockholder Matters                                   | 11  
|         |                                                                                            |     
|ITEM 7.  | Management’s Discussion and Analysis of Financial Condition                                | 13  
|         |                                                                                            |     
|ITEM 8.  | Financial Statement and Supplementary Data                                                 | 16  
|         |                                                                                            |     
|ITEM 9.  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure       | 17  
|         |                                                                                            |     
|ITEM 9A. | Controls and Procedures                                                                    | 17  
|         |                                                                                            |     
|ITEM 10. | Directors, Executive Officers and Corporate Governance                                     | 20  
|         |                                                                                            |     
|ITEM 11. | Executive Compensation                                                                     | 24  
|         |                                                                                            |     
|ITEM 12. | Security Ownership of Certain Beneficial Owners Management and Related Stockholder Matters | 25  
|         |                                                                                            |     
|ITEM 13. | Certain Relationships and Related Transactions and Director Independence                   | 26  
|         |                                                                                            |     
|ITEM 14. | Principal Accounting Fees and Services                                                     | 27  
|         |                                                                                            |     
|ITEM 15. | Exhibits, Financial Statement Schedules                                                    | 28  
|         |                                                                                            |     























FORWARD-LOOKING STATEMENTS



This Annual Report on Form 10-K/A contains
forward-looking statements. When used in this Quarterly Report on Form 10-K/A, the words "may," "could," "estimate,"
"intend," "continue," "believe," "expect" or "anticipate" and similar expressions
identify forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in any forward-looking
statements are reasonable, these plans, intentions, or expectations may not be achieved. Our actual results, performance, or achievements
could differ materially from those contemplated, expressed, or implied, by the forward-looking statements contained in this Annual
Report on Form 10-K/A. Important factors that could cause actual results to differ materially from our forward-looking statements
are set forth in this Quarterly Report on Form 10-K/A. Accordingly, readers are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the dates on which they are made. All forward-looking statements attributable to us or persons
acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth in this Annual Report on
Form 10-K/A. Except as required by federal securities laws, we are under no obligation to update any forward-looking statement,
whether as a result of new information, future events, or otherwise.



Although we believe that the expectations reflected
in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed
in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking
statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include,
but are not limited to:



·inability to raise additional financing for working capital;

·inability to find customers for our Modular Distillation Units;

·deterioration in general or regional economic, market and political conditions;

·the fact that our accounting policies and methods are fundamental to how we report
our financial condition and results of operations, and they may require management to make estimates about matters that are inherently
uncertain;

·adverse state or federal legislation or regulation that increases the costs of compliance,
or adverse findings by a regulator with respect to existing operations;

·changes in U.S. GAAP or in the legal, regulatory and legislative environments in
the markets in which we operate;

·inability to efficiently manage our operations;

·inability to achieve future operating results;

·our ability to recruit and hire key employees;

·the inability of management to effectively implement our strategies and business
plans; and

·the other risks and uncertainties detailed in this report.



In this form 10-K/A references to "JA Energy", "the
Company", "we," "us," and "our" refer to JA Energy.



Available Information



We file annual, quarterly and special reports
and other information with the SEC. You can read these SEC filings and reports over the internet at www.sec.gov . You may also
read and copy all SEC filings at the Public Reference Room of the SEC at 100 F Street, NE., Washington, DC 20549 on official business
days between the hours of 10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for further information on the operations
of the public reference facilities.



We will provide a copy of our annual report
to security holders, including audited financial statements, at no charge upon receipt to of a written request to us at JA Energy,
7495 W. Azure Dr. Suite 110, Las Vegas, NV 89130. You can also visit jaenergyinc.com to find a direct link to our SEC filings from
our home page.

After December 16, 2013 we will also post all
Company announcements on the JA Energy Facebook page: https://www.facebook.com/pages/JA-Energy/465832410168514



1



















PART I



Item 1. Business



Corporate History



The Company was organized August 26, 2010 (Date of Inception) under
the laws of the State of Nevada, as JA Energy. The Company was incorporated as a subsidiary of Reshoot Production Company, a Nevada
corporation. Reshoot Production Company was incorporated October 31, 2007, and, at the time of spin off was listed on the Over
the Counter Bulletin Board. The Company is an operating entity.



Business Overview



The Company designs, manufactures, and markets a suite of modular,
self-contained, fully automated, climate controlled units for distributed production of energy. All of our products originate in
our Las Vegas manufacturing facility.



The patented Modular Distillation Unit (MDU) processes blackstrap
molasses or a similar sugar product into fuel-grade ethanol. The first MDU has been installed and tested and is waiting on ATF
licensing before becoming fully functional. The Company is now marketing the MDU for placement in both domestic and foreign markets.
Our unique approach to localized, distributed energy production was presented at the Energy for the Future international conference
on renewable energy held October 24 & 25, 2013 in Yerevan, Armenia. We are currently working to place units in Armenia, the
Philippines, and the Dominican Republic as well as several US sites. We will increase staffing and manufacturing capacity early
in 2014. Management expects to sell and ship approximately 40 installations by the end of FY2014.



The Modular Electric Generator (MEG) uses proven technologies to
generate base load electricity to supply local energy needs. Patent Application No. 61/909,919, Ref. No. 0348730-PROV3 for the
MEG, formally known as “Electrical Generation System, Method of Producing Electrical Energy, And Manufacturing An Electrical
Generation System” was filed on November 27, 2013. We expect to begin manufacturing and shipping units in 2014. Like the
MDU, our MEG can be dropped anywhere in the world. Stated simply, the MEG consists of a single heating unit that fires a bank of
five heat differential engines, each capable of driving a 10kW generator. Each unit is housed in a standard 20’ shipping
container that includes an onboard chiller to increase efficiency. MEGs can be deployed singly to produce 50kW of power or in series
where more capacity is needed, producing energy in multiples of 50kW. The MEG is quiet enough to place next to a hotel, and environmentally
clean enough to operate even inside a building. It can be powered by a wide variety of fuels, making it usable in both developed
and developing countries.



We are developing other energy systems to complement the MDU and
the MEG, such as concentrated solar power (CSP) and biodiesel production. Multiple products are now in development and will be
systematically brought online as each is ready.



One of the concepts now in development is that of energy farms using
MDUs, MEGs, and other Company products. As conceived, an energy farm is a small-scale farming operation designed to produce ethanol
and electricity as well as foodstuffs. The ethanol and electricity could be sold at market or used by a community or cooperative.
This has far-reaching implications for developing nations. Energy farms could help to provide urban levels of benefits and amenities
such as electricity, communication, and clean water to far-flung communities, thereby reducing the migration of rural populations
to already-crowded urban centers. The energy farm concept would help make domestic family farms more economically viable, as well.



To insure supply chains, the Company has developed relationships
with multiple, reliable vendors capable of fabricating the various proprietary components and sub-assemblies needed for manufacture.
Sale units will be made to order and can be customized as each particular installation requires. We anticipate multiple sales per
customer, but do not expect any single customer to comprise more than 10% of annual output. The Company expects more than one quarter
of all FY2014 sales to derive from domestic demand, though the long-range projections show a much larger demand internationally.



2















While the manufacture of our products has no extraordinary government
regulation, the operation of the MDU requires approval from the US Dept. of Alcohol, Tobacco, and Firearms. This needs to be considered
as we market the units, and we will notify potential customers. Ethanol production is regulated in nearly every country worldwide.
However, the same governments that regulate ethanol have policies in place that encourage its use as a non-fossil fuel. This makes
for a positive regulatory environment overall. Many governments, both at home and abroad, have subsidies and other enticements
for renewable energy sources which will help the profitability of our customers, and therefore make our products more desirable.
The costs of complying with environmental laws applicable to our manufacturing are negligible and should have little or no effect
on profitability.



The majority of expenses incurred over the last two years involved
costs related to research and development, and improving the efficiencies of the MDU. Now that we are an operating entity rather
than a development entity we anticipate the percentage of R&D expense as a portion of total expense to fall as the expense
of materials for manufacture rises with production.



The Company has no intention at this time to add employees until
orders for MDU are placed.





JA Energy's Funding Requirements



JA Energy needs
funding to fully execute its business plan. JA Energy will require at least $1.5 million to acquire other business opportunities,
market its services, and build a client base.Future funding could result in potentially dilutive issuances of equity securities,
the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which
could materially adversely affect the Company's business, results of operations and financial condition. Any future acquisitions
of other businesses, technologies, services or product(s) might require the Company to obtain additional equity or debt financing,
which might not be available on terms favorable to the Company, or at all, and such financing, if available, might be dilutive.





Patent, Trademark, License and Franchise
Restrictions and Contractual Obligations and Concessions



We own patents, trademarks, and trade secrets related to our products.
We expect to apply for future patents and trademarks, as appropriate, in connection with the development of innovative new products,
services, and enhancements. Although we believe that, in the aggregate, our patents are valuable, and patent protection is beneficial
to our business and competitive positioning, our patent protection will not necessarily deter or prevent competitors from attempting
to develop similar products. We are not materially dependent on any one or more of our patents.



We plan to rely on trade secrets, technical
know-how, and continuing invention to develop and maintain our competitive position. We will take security measures to protect
our trade secrets, proprietary know-how and technologies, and confidential data and continue to explore further methods of protection.
Our policy is to execute confidentiality agreements with our employees and consultants upon the commencement of an employment or
consulting arrangement with us. These agreements generally require that all confidential information developed or made known to
the individual by us during the course of the individual’s relationship with us be kept confidential and not disclosed to
third parties. These agreements also generally provide that inventions conceived by the individual in the course of rendering services
to us shall be our exclusive property.





3

















Effect of Government Regulation on Business



We are subject to various federal, state and
local environmental laws and regulations, including those relating to the discharge of materials into the air, water and ground,
the generation, storage, handling, use, transportation and disposal of hazardous materials, and the health and safety of our employees.



Compliance With Environmental Laws



We seek to comply with all applicable statutory
and administrative requirements concerning environmental quality. We have made, and will continue to make, expenditures for environmental
compliance and protection. Expenditures for compliance with environmental laws have not had, and are not expected to have, a material
effect on our capital expenditures, results of operation or competitive position.



Employees



The Company currently has two employees and
two Officers, who are also Directors of the Company. James Lusk, our CEO, devotes 40 hours per week of his time to our business,
The Company has no intention at this time to add employees until it can become a profitable entity. The Company from time to time
may retain independent consultants in connection with its operations.



(i)The Company's performance is dependent on the performance of its officers. In particular,
the Company's success depends on their ability to develop a business strategy which will be successful for the Company.



(ii)The Company does not carry key person life insurance on any of its personnel. The loss of
the services of any of its executive officers or other key employees could have a material adverse effect on the business, results
of operations and financial condition of the Company. The Company's future success also depends on its ability to retain and attract
highly qualified technical and managerial personnel.



(iii)There can be no assurance that the Company will be able to retain its key managerial and technical
personnel or that it will be able to attract and retain additional highly qualified technical and managerial personnel in the future.
The inability to attract and retain the technical and managerial personnel necessary to support the growth of the Company's business,
due to, among other things, a large increase in the wages demanded by such personnel, could have a material adverse effect upon
the Company's business, results of operations and financial condition.



Item 1A. Risk Factors.



All parties and individuals reviewing this prospectus and considering
us as an investment should be aware of the financial risk involved. When deciding whether to invest or not, careful review of the
risk factors set forth herein and consideration of forward-looking statements contained in this annual report should be adhered
to. Prospective investors should be aware of the difficulties encountered as we face all the risks including competition, and the
need for additional working capital. If any of the following risks actually occur, our business, financial condition, results of
operations and prospects for growth would likely suffer. As a result, you could lose all or part of your investment.



You should read the following risk factors carefully before purchasing
our common stock.





4





















RISK FACTORS RELATING TO OUR COMPANY



1. SINCE WE HAVE JUST TRANSITIONED FROM A DEVELOPMENT STAGE COMPANY
TO AN OPERATING STAGE COMPANY, AND WE HAVE NOT GENERATED ANY REVENUES, THERE ARE NO ASSURANCES THAT OUR BUSINESS PLAN WILL EVER
BE SUCCESSFUL.



We have no solid operating history upon which an evaluation of our
future prospects can be made. Based upon current plans, we expect to incur operating losses in future periods as we incur significant
expenses associated with the initial startup of our business. Further, there are no assurances that we will be successful in realizing
revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible
closure of our business or force us to seek additional capital through loans or additional sales of our equity securities to continue
business operations, which would dilute the value of any shares you purchase in this Distribution.



2. IF OUR BUSINESS PLAN IS NOT SUCCESSFUL, WE MAY NOT BE ABLE TO
CONTINUE OPERATIONS AS A GOING CONCERN AND OUR STOCKHOLDERS MAY LOSE THEIR ENTIRE INVESTMENT IN US.



As discussed in the Notes to Financial Statements included in this
Annual Report, at August 31, 2013, we experienced a net loss from operations of $ 2,039,592 for the year ending August 31, 2013.



These factors raise substantial doubt that we will be able to continue
operations as a going concern. Our ability to continue as a going concern is dependent upon our generating cash flow sufficient
to fund operations and reducing operating expenses. Our business plans may not be successful in addressing these issues. If we
cannot continue as a going concern, our stockholders may lose their entire investment in us.



3. WE HAVE NO OPERATING HISTORY AS AN OPERATING COMPANY AND WE MAY
BE UNABLE TO OPERATE PROFITABLY.



JA Energy may not be able to successfully put in place the financial,
administrative and managerial structure necessary to operate as fully reporting independent public company, and the development
of such structure will require a significant amount of management's time and other resources.



4. OUR OFFICERS AND DIRECTORS HAVE NO PRIOR EXPERIENCE IN RUNNING
A FULLY REPORTING COMPANY.



Our executive officers have no experience in operating a fully reporting
company. Due to their lack of experience, our executive officers may make wrong decisions and choices on behalf of the Company.
Consequently, our Company may suffer irreparable harm due to management's lack of experience in this industry. As a result we may
have to suspend or cease operations which will result in the loss of your investment.



5. OUR BUSINESS MAY REQUIRE ADDITIONAL CAPITAL AND IF WE DO OBTAIN
ADDITIONAL FINANCING OUR THEN EXISTING SHAREHOLDERS MAY SUFFER SUBSTANTIAL DILUTION.



We may require additional capital to finance our growth, purchase
technologies and build our infrastructure. Our capital requirements may be influenced by many factors, including:



•the demand for our products and services;



•the timing and extent of our investment in new technology;



•the level and timing of revenue;



•the expenses of sales and marketing and new product development;



•the cost of facilities to accommodate a growing workforce;



•the extent to which competitors are successful in developing new



•products and increasing their market shares; and



•the costs involved in maintaining and enforcing intellectual property rights.



To the extent that our resources are insufficient to fund our future
activities, we may need to raise additional funds through public or private financing. However, additional funding, if needed,
may not be available on terms attractive to us, or at all. Our inability to raise capital when needed could have a material adverse
effect on our business, operating results and financial condition. If additional funds are raised through the issuance of equity
securities, the percentage ownership of our company by our current shareholders would be diluted.







5



















6. WE MAY NOT BE ABLE TO RAISE SUFFICIENT CAPITAL OR GENERATE ADEQUATE
REVENUE TO MEET OUR OBLIGATIONS AND FUND OUR OPERATING EXPENSES.



Failure to raise adequate capital and generate adequate sales revenues
to meet our obligations and develop and sustain our operations could result in reducing or ceasing our operations. Additionally,
even if we do raise sufficient capital and generate revenues to support our operating expenses, there can be no assurances that
the revenue will be sufficient to enable us to develop business to a level where it will generate profits and cash flows from operations.
These matters raise substantial doubt about our ability to continue as a going concern. Our independent auditors currently included
an explanatory paragraph in their report on our financial statements regarding concerns about our ability to continue as a going
concern.



7. IF WE ARE UNABLE TO ATTRACT KEY EMPLOYEES, WE MAY BE UNABLE TO
SUPPORT THE GROWTH OF OUR BUSINESS.



Our success depends in part on our ability to attract and retain
competent personnel. We must hire qualified managers, engineers, accounting, human resources, operations and other personnel. Competition
for employees in the ethanol industry is intense. We cannot assure you that we will be able to attract and maintain qualified personnel.
If we are unable to hire and maintain productive and competent personnel, the number of modular energy production units we produce
may decrease and we may not be able to efficiently operate our manufacturing business. Competition for talent among companies in
the industry is intense and we cannot assure you that we will be able to continue to attract or retain the talent necessary to
support the growth of our business.



8. OUR SINGLE LARGEST SHAREHOLDER OWNS APPROXIMATELY 32% OF THE
CONTROLLING INTEREST IN OUR VOTING STOCK AND INVESTORS WILL NOT HAVE ANY VOICE IN OUR MANAGEMENT, WHICH COULD RESULT IN DECISIONS
ADVERSE TO OUR GENERAL SHAREHOLDERS.



Our single largest shareholder, beneficially have the right to vote
approximately 32% of our outstanding common stock. As a result, these shareholders will have the ability to control substantially
all matters submitted to our stockholders for approval including:



a) election of our board of directors; b) removal of any of our
directors; c) amendment of our Articles of Incorporation or bylaws; and d) adoption of measures that could delay or prevent a change
in control or impede a merger, takeover or other business combination involving us.



As a result of their ownership and positions, these individuals
have the ability to influence all matters requiring shareholder approval, including the election of directors and approval of significant
corporate transactions. In addition, the future prospect of sales of significant amounts of shares held by our director and executive
officer could affect the market price of our common stock if the marketplace does not orderly adjust to the increase in shares
in the market and the value of your investment in the company may decrease. Management's stock ownership may discourage a potential
acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price
or prevent our stockholders from realizing a premium over our stock price.



9. THE LOSS OF ONE OR MORE OF OUR FUTURE SUPPLIERS
OF MATERIALS TO BUILD THE MDU MAY INTERRUPT OUR PRODUCTION OF MDU'S.



We plan to purchase materials from a limited
number of third-party suppliers to build our MDU's. We do not have any material or long-term contracts in place with any suppliers
at this time. Furthermore, our future suppliers also purchase the components of our products from a limited number of suppliers.
The loss of one or more of these vendors could interrupt our supply chain and impact our ability to deliver MDU's to our customers,
which would have a material adverse effect on our future net sales and profitability.







6





















10. INCREASES IN THE PRICE OF MATERIALS USED
TO MANUFACTURE OUR MDU COULD MATERIALLY INCREASE OUR COSTS AND DECREASE OUR PROFITABILITY.



The prices for components to build our MDU
are dependent on the market price for the materials used to produce them. There can be no assurance that prices for these and other
materials will not increase in the near future.



These materials are subject to price volatility
caused by supply conditions, power outages, government regulations, economic climate and other unpredictable factors. Any material
price increase would increase our cost of sales and decrease our future profitability unless we are able to pass higher prices
on to our customers. We may face pricing pressures and we may be forced to reduce our prices or face a decline in net sales, either
of which could have a material and adverse effect on our business, results of operations and financial condition.



11.
We may not be able to develop manufacturing capacity sufficient to meet demand in an economical manner or at all.



If demand for our MDU's increases beyond the
scope of our future production facilities, we may incur significant expenses in the expansion and/or construction of production
facilities and increases in personnel in order to increase production capacity. Any unanticipated expansion requirements may cause
complications for delays in production, which could result in a loss of business and customers. To finance the expansion of a commercial-scale
production facility is complex and expensive. We cannot assure you that we will have the necessary funds to finance the development
of production facilities, or that we will be able to develop this infrastructure in a timely or economical manner, or at all.



12. THE USE AND DEMAND FOR ETHANOL IS DEPENDENT ON VARIOUS ENVIRONMENTAL
REGULATIONS AND GOVERNMENTAL PROGRAMS THAT COULD CHANGE AND CAUSE THE DEMAND FOR ETHANOL TO DECLINE.



There are various federal and state laws, regulations and programs
that have led to increased use of ethanol in fuel. These laws, regulations and programs are constantly changing. Federal and state
legislators and environmental regulators could adopt or modify laws, regulations or programs that could adversely affect the use
of ethanol. Certain states oppose the use of ethanol because they must ship ethanol in from other corn producing states, which
could significantly increase gasoline prices in the state. Material changes in environmental regulations regarding the use of methyl
tertiary butyl ethers or the required oxygen content of automobile emissions or the enforcement of such regulations could decrease
the need to use ethanol. For example, the recently enacted Energy Policy Act of 2005 eliminated the reformulated oxygenate standards
under the Clean Air Act. Future changes in the law may further postpone or waive requirements to use ethanol.



Other laws, regulations and programs provide economic incentives
to ethanol producers and users. The passage of pending federal or state energy legislation or any other revocation or amendment
of any one or more of these laws, regulations or programs could have a significant adverse effect on the ethanol industry and our
business. We cannot assure you that any of these laws, regulations or programs will continue in the future. Some of these laws,
regulations and programs will expire under their terms unless extended, such as the federal partial excise tax exemption for gasoline
blenders who use ethanol in their gasoline. Government support of the ethanol industry could change and Congress and state legislatures
could remove economic incentives that enable ethanol to compete with other fuel additives. The elimination or reduction of government
subsidies and tax incentives could cause the cost of ethanol-blended fuel to increase. The increased price could cause consumers
to avoid ethanol-blended fuel and cause the demand for ethanol to decline.



13.
Our results of operations may be adversely affected by environmental, health and safety laws, regulations and liabilities.



We are subject to various federal, state and
local environmental laws and regulations, including those relating to the discharge of materials into the air, water and ground,
the generation, storage, handling, use, transportation and disposal of hazardous materials, and the health and safety of our employees.
We will need to meet a significant number of environmental and other regulations and standards established by various federal,
state and local regulatory agencies.



7

















In addition, some of these laws and regulations
require our contemplated facilities to operate under permits that are subject to renewal or modification. These laws, regulations
and permits can often require expensive pollution control equipment or operational changes to limit actual or potential impacts
to the environment. As these regulations and standards evolve, and if new regulations or standards are implemented, we may be required
to modify our proposed facilities and processes or develop and support new facilities or processes and this will increase our costs.
Any failure to comply, or delays in compliance, with the various existing and evolving industry regulations and standards could
prevent or delay the commercial use of our MDU. Any inability to address these requirements and any regulatory changes could have
a material adverse effect on our specialty enzyme business, financial condition and operating results.



A violation of these laws and regulations or
permit conditions can result in substantial fines, natural resource damages, criminal sanctions, permit revocations and/or facility
shutdowns.





14. IN THE FUTURE, WE WILL INCUR INCREMENTAL COSTS AS A RESULT OF
OPERATING AS A PUBLIC COMPANY, AND OUR MANAGEMENT WILL BE REQUIRED TO DEVOTE SUBSTANTIAL TIME TO COMPLIANCE INITIATIVES.



As a fully reporting company, we will incur legal, accounting and
other expenses. Moreover, the Sarbanes- Oxley Act of 2002 (the "Sarbanes-Oxley Act"), as well as new rules subsequently
implemented by the SEC, have imposed various new requirements on public companies, including requiring changes in corporate governance
practices. Our management will need to devote a substantial amount of time to these new compliance initiatives. Moreover, these
rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming
and costly.



The Sarbanes-Oxley Act also requires, among other things, that we
maintain effective internal controls for financial reporting and disclosure controls and procedures. We must perform system and
process evaluation and testing of our internal controls over financial reporting to allow management and our independent registered
public accounting firm to report on the effectiveness of our internal controls over financial reporting, as required by the Sarbanes-Oxley
Act. Our testing, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our
internal controls over financial reporting that are deemed to be material weaknesses. Our compliance with Sarbanes-Oxley will require
that we incur substantial accounting expense and expend significant management efforts. Moreover, if we are not able to comply
with the requirements of Sarbanes-Oxley in a timely manner, or if we or our independent registered public accounting firm identifies
deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our
stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would
require additional financial and management resources.



RISKS RELATING TO OUR COMMON SHARES



15. WE MAY, IN THE FUTURE, ISSUE ADDITIONAL COMMON SHARES, WHICH
WOULD REDUCE INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.



Our Articles of Incorporation authorize the issuance of 70,000,000
shares of common stock and 5,000,000 preferred shares. The future issuance of common stock may result in substantial dilution in
the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on
an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect
of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common
stock.



16. ALTHOUGH OUR SHARES OF COMMON STOCK ARE QUOTED ON A THE OTC-BB,
THEY ARE PENNY STOCKS.



The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosures relating to the market for penny stocks in connection with trades in any stock defined as a penny stock.
SEC regulations generally define a penny stock to be an equity security that has a market or exercise price of less than $5.00
per share, subject to certain exceptions. Such exceptions include any equity security listed on NASDAQ and any equity security
issued by an issuer that has net tangible assets of at least $100,000, if that issuer has been in continuous operation for three
years.







8





















Unless an exception is available, the regulations require delivery,
prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the associated
risks. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules,
to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks
in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny
stock, details of the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements
showing the market value of each penny stock held in the customer's account. The bid and offer quotations and broker-dealer and
salesperson compensation information must be given to the customer orally or in writing prior to effecting the transaction and
must be given in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for securities
that become subject to the penny stock rules. Since our securities are highly likely to be subject to the penny stock rules, should
a public market ever develop, any market for our shares of common stock may not be liquid.



17.ALTHOUGH OUR STOCK IS LISTED ON THE OTC-BB, A TRADING MARKET
HAS NOT DEVELOPED, PURCHASERS OF OUR SECURITIES MAY HAVE DIFFICULTY SELLING THEIR SHARES.



There is currently no active trading market in our securities and
there are no assurances that a market may develop or, if developed, may not be sustained. If no market is ever developed for our
common stock, it will be difficult for you to sell any shares in our Company. In such a case, you may find that you are unable
to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all.



18. BECAUSE WE DO NOT INTEND TO PAY ANY CASH DIVIDENDS ON OUR COMMON
STOCK, OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS THEY SELL THEM.



We intend to retain any future earnings to finance the development
and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless
we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance
that stockholders will be able to sell shares when desired.



19. WE MAY ISSUE SHARES OF PREFERRED STOCK IN THE FUTURE THAT MAY
ADVERSELY IMPACT YOUR RIGHTS AS HOLDERS OF OUR COMMON STOCK.



Our articles of incorporation authorize us to issue up to 5,000,000
shares of preferred stock. Accordingly, our board of directors will have the authority to fix and determine the relative rights
and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. As a
result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders preferred
rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock,
and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock.
To the extent that we do issue such additional shares of preferred stock, your rights as holders of common stock could be impaired
thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred stock could
be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may
not be in your interest as holders of common stock.







9























Item 1B. Unresolved Staff Comments.



Not Applicable.





Item 2. Properties.



All administrative, research, and production facilities are housed
in leased properties located in Las Vegas, NV. The Company owns no real estate. Our offices are currently located at 7495 W. Azure
Dr. Suite 110, Las Vegas, NV 89130. Our telephone number is (702) 515-4036.





Item 3. Legal Proceedings.



We are not presently a party to any material
litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.





Item 4. Mine Safety Disclosures



Not Applicable





10





















PART II



Item 5. Market for Registrant's Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities.



(a) Market Information



JA Energy Common Stock, $0.001 par value, can
be found on the OTC-Bulletin Board under the symbol: JAEN. The Stock was first cleared for quotation on September 22, 2011.



There has been limited trading of the Company’s stock, since
it was listed on the OTC-BB, there are no assurances that a market will ever develop for the Company's stock.



|Year ended August 31, 2013 |  | High |      |  | Low |   |     
|-------------------------- |  | ---- | ---- |  | --- | - | ----
|First Quarter              |  | $    | 0.96 |  |     | $ | 0.85
|Second Quarter             |  | $    | 2.95 |  |     | $ | 0.85
|Third Quarter              |  | $    | 2.58 |  |     | $ | 0.02
|Fourth Quarter             |  | $    | 1.00 |  |     | $ | 0.02
|                           |  |      |      | 
|                           |  |      |      |  |     |   |     
|                           |  |      |      |  |     |   |     



|Year ended August 31, 2012 |  | High |      |  | Low |  
|-------------------------- |  | ---- | ---- |  | --- | -
|First Quarter              |  | $    | 0.50 |  |     | $
|Second Quarter             |  | $    | 0.04 |  |     | $
|Third Quarter              |  | $    | 0.26 |  |     | $
|Fourth Quarter             |  | $    | 0.85 |  |     | $
|                           |  |      |      | 
|                           |  |      |      |  |     |  



* The first trade of the Company’s stock
took place on October 25, 2011.



(b) Holders of Common Stock



As of February 24, 2014, there were approximately one hundred twenty
(120) holders of record of our Common Stock.



(c) Dividends



In the future we intend to follow a policy of retaining earnings,
if any, to finance the growth of the business and do not anticipate paying any cash dividends in the foreseeable future. The declaration
and payment of future dividends on the Common Stock will be the sole discretion of board of directors and will depend on our profitability
and financial condition, capital requirements, statutory and contractual restrictions, future prospects and other factors deemed
relevant.







11





















(d) Securities Authorized for Issuance under
Equity Compensation Plans



There are no outstanding grants or rights or
any equity plan in place.



(e) Recent Sales of Unregistered Securities



On October 2, 2012, the Company issued 20,000
shares of its $0.001 par value common stock for $0.50 per share.



On June 24, 2013, the Company issued 462,000
shares of common stock for compensation of $369,600



On June 24, 2013, the Company issued 87,682
shares of common stock for MDU cost of $70,145.



On June 28, 2013 the Company issued 36,000
shares of common stock for MDU cost $ $ 28,800.



On July 1, 2013 the Company issued 540,000
shares of common stock for farming cost $ 432,000





(f) Issuer Purchases of Equity Securities



We did not repurchase any of our equity securities
during the years ended August 31, 2013 or August 31, 2012.





Item 6. Selected Financial Data.



Not applicable.







12





















Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations.



Overview of Current Operations



This section of this Annual Report includes
a number of forward-looking statements that reflect our current views with respect to future events and financial performance.
Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar
expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking
statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to
differ materially from our predictions. The following discussion should be read in conjunction with our financial statements, including
the notes thereto, appearing elsewhere in this Prospectus. The discussion of results, causes and trends should not be construed
to imply any conclusion that these results or trends will necessarily continue into the future.



Results of Operations for the year ended
August 31, 2013



Revenues



We earned $5,000 in revenues since our inception
through May 31, 2013. These revenues represent the sale of 5,000 pounds of Jerusalem Artichoke Seeds at $1.00 per pound. These
seeds came from a Jerusalem Artichoke planting that took place in Colorado. This sale represents the entire crop available for
sale, as the balance of the crop was lost due to an early season heat wave.



Expenses



During the fiscal year ended August 31, 2013,
the Company had total operating expenses of $648,270, as compared to total operating expenses of $277,323 for the same period last
year. The increase in expenses represented general and administrative expenses of $611,770, and consulting fees of $36,500as compared
to general and administrative expenses of $236,356 and consulting fees of $40,967 for the same period last year. The net loss for
the fiscal ended August 31, 2013 was $ 2,039,592 as compared to a net loss of $(276,050) for the same period last year. The Company’s
net and operating expenses increased based on the development, construction costs and engineering costs to design and finalize
its MDU. Our auditor issued an opinion that our financial condition raises substantial doubt about the
Company's ability to continue as a going concern.



Cash Flows



During the fiscal year ending August
31, 2013, the Company used net cash of $(274,286) in operations, used net cash of $(57,938) in investing activities, that included
the purchase of MDU and a vehicle as a fixed asset and generated cash of $336,502 from financing activities.



Going Concern



The financial statements included with this annual report have been
prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization
of assets business. As of August 31, 2013, the Company has recognized $5,000 in revenues and has accumulated operating losses of
approximately $(2,391,699) since inception. The Company's ability to continue as a going concern is contingent upon the successful
completion of additional financing arrangements and its ability to achieve and maintain profitable operations. Management plans
to raise equity capital to finance the operating and capital requirements of the Company. Amounts raised will be used to further
development of the Company's products, to provide financing for marketing and promotion, to secure additional property and equipment,
and for other working capital purposes. While the Company is putting forth its best efforts to achieve the above plans, there is
no assurance that any such activity will generate funds that will be available for operations.



13





















Plan of Operation



Management believes, if it can begin selling
its MDU in fiscal year 2013-2014, the Company will be able to generate profit during the coming year. Management believes that
MDU will most likely exceed any anticipated expenses for the coming year.



The Company's need for capital may change dramatically
if it can generate additional revenues from its operations. In the event the Company requires additional funds, the Company will
have to seek loans or equity placements to cover such cash needs. There are no assurances additional capital will be available
to the Company on acceptable terms.





Summary of any product research and development
that we will perform for the term of our plan of operation.



JA Energy plans manufacture and sell the Modular Distillation Units
(MDU) which will convert blackstrap molasses into ethanol. The Modular Distillation Unit has been designed and a prototype has
been built. The Company does not anticipate performing any additional significant MDU research and development under our current
plan of operation. The prototype MDU is recorded as an asset on the balance sheet, $ 216,799 , at year end. Significant research
and development will be performed as the MEG prototype is built this year and brought online. In addition, other product lines
now in development will require significant research and development as they are brought to market.



Expected purchase or sale of plant and significant
equipment



With the exception of MDUs and MEGs, we do not anticipate the purchase
or sale of any plant or significant equipment; as such items are not required by us at this time.



Significant changes in the number of employees



We currently have three employees total, all full-time. As we gear
up for MDU production we will add approximately ten employees. When MEG production begins that number will grow to as many as twenty.



Liquidity and Capital Resources



As of August 31, 2013 the Company has cash
and cash equivalents of $2,677, current assets of $6,232 and current liabilities of $ 483,100. As of August 31, 2013, the Company’s
total assets were $238,596 and total liabilities of $ 494,538. The Company is authorized to issue 70,000,000 shares of its $0.001
par value common stock and 5,000,000 shares of its $0.001 par value preferred stock. As of August 31, 2013, the Company has 38,402,385
shares of common stock issued and outstanding. $ 438,826 of the long-term liabilities is a note payable to James Lusk, the company’s
CEO. The funds are repayable upon demand and have a simple interest rate of 5%, with interest paid monthly.



The Company has limited financial resources
available, which has had an adverse impact on the Company's liquidity, activities and operations. These limitations have adversely
affected the Company's ability to obtain certain projects and pursue additional business. Without realization of additional capital,
it would be unlikely for the Company to continue as a going concern. In order for the Company to remain a Going Concern it will
need to find additional capital. Additional working capital may be sought through additional debt or equity private placements,
additional notes payable to banks or related parties (officers, directors or stockholders), or from other available funding sources
at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including
the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing
is sought. No assurances can be given that any necessary financing can be obtained on terms favorable to the Company, or at all.





14





















JA Energy Funding Requirements



JA Energy needs funding to fully execute its
business plan. JA Energy will require at least $1.5 million to acquire other business opportunities, market its services, and build
a client base.



Future funding could result in potentially
dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to
goodwill and other intangible assets. This could materially adversely affect the Company's business, results of operations and
financial condition. Any future acquisitions of other businesses, technologies, services or products might require the Company
to obtain additional equity or debt financing, which might not be available on terms favorable to the Company, or at all, and such
financing, if available, might be dilutive.



Off-Balance Sheet Arrangements



We do not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition,
revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.



Critical Accounting Policies and Estimates



Revenue Recognition: We recognize revenue from
product sales once all of the following criteria for revenue recognition have been met: pervasive evidence that an agreement exists;
the services have been rendered; the fee is fixed and determinable and not subject to refund or adjustment; and collection of the
amount due is reasonable assured.



New Accounting Standards



Management has evaluated recently issued accounting pronouncements
through August, 2013 and concluded that they will not have a material effect on the financial statements as of August 31, 2013.



Recent Pronouncements



The Company's management has evaluated all
the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any
of these pronouncements will have a material impact on the Company's financial position and results of operations.





Item 7A. Quantitative and Qualitative Disclosures
about Market Risk.



Not applicable.







15





















Item 8. Financial Statements and Supplementary
Data.



Index to Financial Statements



|Financial Statements of JA Energy:                                                                                                                | Page
|------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|Report of Independent Registered Public Accounting Firm                                                                                           | F-1 
|Balance Sheets as of August 31, 2013 and August 31, 2012                                                                                          | F-2 
|Statements of Operations for year ended August 31, 2013, August
        31, 2012 and the Period from June 26, 2009 (Inception) to August 31, 2013 | F-3 
|Statement of Stockholders' Deficit for the Period From June 26,
        2009 (Inception) to August 31, 2013                                       | F-4 
|Statement of Cash Flows for year ended August 31, 2013, August 31,
        2012 and the Period From June 26, 2009 (Inception) to August 31, 2013  | F-5 
|Notes to the Financial Statements                                                                                                                 | F-6 







16

















SEALE AND BEERS, CPAs

PCAOB & CPAB REGISTERED AUDITORS

www.sealebeers.com





REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM





To the Board of Directors and Stockholders
of

JA Energy

(A Development Stage Company)



We have audited the accompanying balance sheets
of JA Energy (A Development Stage Company) as of August 31, 2013, and the related statements of income, stockholders’ equity
(deficit), and cash flows for the one year period ended August 31, 2013. JA Energy’s management is responsible for these
financial statements. Our responsibility is to express an opinion on these financial statements based on our audits. The cumulative
statements of operations, changes in stockholders’ deficit and cash flows for the period from August 26, 2010 (date of inception)
to August 31, 2012 were audited by other auditors whose report dated December 13, 2012on those
statements included an explanatory paragraph describing conditions that raised substantial doubt about the Company’s ability
to continue as a going concern.



We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.



In our opinion, based on our audits and the
report of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position
of JA Energy (A Development Stage Company) as of August 31, 2013 and 2012, and the related statements of income, stockholders’
equity (deficit), and cash flows for each of the years in the two-year period ended August 31, 2013 and since inception on August
26, 2010 through August 31, 2013 in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the
Company has no revenues, has negative working capital at August 31, 2013, has incurred recurring losses and recurring negative
cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue
as a going concern. Management’s plans concerning these matters are also described in Note 2. The financial statements do
not include any adjustments that might result from the outcome of this uncertainty.





/s/Seale
and Beers, CPAs



Seale and Beers, CPAs

Las Vegas, Nevada

December 13, 2013







50 S. Jones Blvd. Suite 202 Las Vegas,
NV 89107 Phone: (888)727-8251 Fax: (888)782-2351



F-1















De Joya Griffith

Certified Public Accountants and Consultants



REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Board of Directors and Stockholders

JA Energy, Inc.



We have audited the accompanying balance sheet
of JA Energy, Inc. (A Development Stage Company) (the “Company”) as of August 31, 2012, and the related statement of
operations, stockholders’ deficit, and cash flows for the year ended August 31, 2012, and for the period from inception (August
26, 2010) through August 31, 2012. JA Energy, Inc.’s management is responsible for these financial statements. Our responsibility
is to express an opinion on these financial statements based on our audit.



We conducted our audit in accordance with the
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable
basis for our opinion.



In our opinion, the financial statements referred
to above present fairly, in all material respects, the financial position of JA Energy, Inc. (A Development Stage Company) as of
August 31, 2012, and the results of its operations, and its cash flows for the year ended August 31, 2012, and for the period from
inception (August 26, 2010) through August 31, 2012 in conformity with accounting principles generally accepted in the United States
of America.



The accompanying financial statements have
been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company
has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s
plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



/s/ De Joya Griffith, LLC

Henderson, Nevada

December 13, 2012





De Joya Griffith, LLC ● 2580 Anthem
Village Dr. ● Henderson, NV ● 89052

Telephone (702) 563-1600 ● Facsimile
(702) 920-8049

www.dejoyagriffith.com



F-2









JA Energy

|Balance Sheets
        (Audited)
|--------------------------------



|                                    |                                                                                        |                                                   |                             | August 31, 2013               |                            | August 31, 2012        
|----------------------------------- | -------------------------------------------------------------------------------------- | ------------------------------------------------- | --------------------------- | ----------------------------- | -------------------------- | -----------------------
|                                    |                                                                                        | ASSETS                                            |                             |                               |                            |                        
|Current assets:                     |                                                                                        |                                                   |                             |                              
|                                    | Cash and cash equivalents                                                              |                                                   | $                     2,677 |                               | $                      399
|                                    | Prepaid expenses                                                                       |                                                   | 0                           |                               | 7,210                     
|                                    | Inventory                                                                              |                                                   | 0                           |                               | 62,323                    
|                                    | Deposits                                                                               |                                                   | 3,555                       |                               | 2,555                     
|                                    |                                                                                        | Total current assets                              |                             | $                     6,232   |                            | $                72,487
|Fixed assets:                       |                                                                                        |                                                   |                             |                              
|                                    | Modular distillation unit                                                              |                                                   | $               216,799     |                               | $               59,944    
|                                    | Vehicle, furniture and equipment, net of accumulated depreciation of $8,587 and $1,472 |                                                   | 15,565                      |                               | 20,650                    
|                                    |                                                                                        | Total fixed assets                                |                             | $               232,364       |                            | $               80,594 
|TOTAL ASSETS                        |                                                                                        | $               238,596                           |                             | $             153,081        
|                                    |                                                                                        |                                                   |                             |                               |                            |                        
|                                    |                                                                                        | LIABILITIES AND STOCKHOLDERS' EQUITY              | (DEFICIT)                   |                               |                            |                        
|Current liabilities:                |                                                                                        |                                                   |                             |                              
|                                    | Accounts payable and accrued liabilities                                               |                                                   | $                 30,902    |                               | $              27,593     
|                                    | Accounts payable to related parties                                                    |                                                   | 9,550                       |                               | 9,800                     
|                                    | Loan payable – current                                                                 |                                                   | 3,822                       |                               | 3,502                     
|                                    | Loan payable - related party                                                           |                                                   | 438,826                     |                               | 99,000                    
|                                    | Loan from non related third party                                                      |                                                   | 0                           |                               | 15,000                    
|                                    |                                                                                        | Total current liabilities                         |                             | $               483,100       |                            | $             154,895  
|Long term liabilities:              |                                                                                        |                                                   |                             |                              
|                                    | Loan payable - long term                                                               |                                                   | $                  11,438   |                               | $                15,082   
|                                    |                                                                                        | Total long term liabilities                       |                             | $                  11,438     |                            | $                15,082
|                                    |                                                                                        | Total liabilities                                 |                             | $               494,538       |                            | $              169,977 
|                                    |                                                                                        |                                                   |                             |                               |                            |                        
|Stockholders' equity (deficit):     |                                                                                        |                                                   |                             |                              
|                                    | Preferred stock, $0.001 par value, 5,000,000 shares                                    | $                              -                  |                             | $                           -
|                                    |                                                                                        | authorized, none issued                           |                             |                               |                            |                        
|                                    | Common stock, $0.001 par value, 70,000,000 shares                                      | 38,403                                            |                             | 37,257                       
|                                    |                                                                                        | authorized, 38,402,385  and 37,256,703 issued and |                             |                               |                           
|                                    |                                                                                        | outstanding as of 8/31/13 and 8/31/12,            |                             |                               |                            |                        
|                                    | Additional paid-in capital                                                             |                                                   | 2,006,833                   |                               | 207,433                   
|                                    | Stock subscription payable                                                             |                                                   | 90,521                      |                               | 90,521                    
|                                    | Deficit accumulated during development stage                                           |                                                   | (2,391,699)                 |                               | (352,107)                 
|                                    |                                                                                        | Total stockholders' equity (deficit)              |                             | $           (255,942)         |                            | $            (16,896)  
|TOTAL LIABILITIES AND STOCKHOLDERS' |                                                                                        |                                                   |                             |                              
|                                    | EQUITY (DEFICIT)                                                                       |                                                   | $               238,596     |                               | $             153,081     

The accompanying notes are an integral part
of these financial statements.



F-3







JA Energy

Statements of Operations

(Audited)



|                                  |                                    |                                    | Year
        ended
        August 31, 2013 |                                   | Year
        ended
        August 31, 2012 |                                 | From inception
        (August 26, 2010)
        to
        August 31, 2013
|--------------------------------- | ---------------------------------- | ---------------------------------- | ------------------------------------------ | --------------------------------- | ------------------------------------------ | ------------------------------- | ---------------------------------------------------------------------------
|Revenue                           | $                                  |                                    | $                       5,000              |                                   | $                      5,000              
|Cost of goods sold                | 0                                  |                                    | (3,750)                                    |                                   | (3,750)                                   
|Gross profit                      | $                                0 |                                    | $                         1,250            |                                   | $                      1,250              
|                                  |                                    |                                    |                                            |                                   |                                            |                                 |                                                                            
|Operating expenses:               |                                    |                                    |                                            |                                   |                                           
|                                  | General & administrative           | $                  611,770         |                                            | $                    236,356      |                                            | $                 884,621      
|                                  | Consulting fees                    | 36,500                             |                                            | 40,967                            |                                            | 114,467                        
|                                  |                                    | Total expenses                     | $                  648,270                 |                                   | $                    277,323               |                                 | $                 999,088                                                  
|                                  |                                    |                                    |                                            |                                   |                                           
|Other income:                     |                                    |                                    |                                            |                                   |                                           
|                                  | Interest income                    | $                                0 |                                            | $                              23 |                                            | $                            23
|                                  | Interest Expense                   | (12,789)                           |                                            |                                   |                                            | (15,351)                       
|                                  | Abandonment of Farming Operations  | (503,533)                          |                                            |                                   |                                            | (503,533)                      
|                                  | Warrants for Debt                  | (875,000)                          |                                            |                                   |                                            | (875,000)                      
|                                  |                                    | Total other income                 | $           (1,391,322)                    |                                   | $                             23           |                                 | $           (1,393,861)                                                    
|                                  |                                    |                                    |                                            |                                   |                                            |                                 |                                                                            
|Net loss                          | $           (2,039,592)            |                                    | $                (276,050)                 |                                   | $           (2,391,699)                   
|                                  |                                    |                                    |                                            |                                   |                                            |                                 |                                                                            
|Weighted average number of common |                                    |                                    |                                            |                                   |                                           
|                                  | shares outstanding- basic          | 38,402,385                         |                                            | 37,256,703                        |                                            |                                
|                                  |                                    |                                    |                                            |                                   |                                            |                                 |                                                                            
|Net loss per share – basic        | $      (0.05)                      |                                    | $      (0.01)                              |                                   |                                           





The accompanying notes are an integral part
of these financial statements.







F-4



















JA Energy

Statement of Stockholders’ Equity (Deficit)

(Audited)



|                                                           |           | Common Stock |   | Common Stock |   | Additional Paid-In |   | Stock Subscription |   | Deficit Accumulated During |   | Total           
|---------------------------------------------------------- | --------- | ------------ | - | ------------ | - | ------------------ | - | ------------------ | - | -------------------------- | - | ----------------
|                                                           |           | Shares       |   | Amount       |   | Capital            |   | payable            |   | Development Stage          |   | Equity (Deficit)
|Inception                                                  | 8/26/2010 | 0            | $ | 0            | $ | 0                  | $ | 0                  | $ | 0                          | $ | 0               
|Contributed Capital                                        |           |              |   |              |   | 325                |   |                    |   |                            |   | 325             
|Net loss                                                   | 8/31/2010 |              |   |              |   |                    |   |                    |   | (2,825)                    |   | (2,825)         
|Balance, August 31, 2010                                   |           | 0            | $ | 0            | $ | 325                | $ | 0                  | $ | (2,825)                    | $ | (2,500)         
|                                                           |           |              |   |              |   |                    |   |                    |   |                            |   |                 
|Contributed Capital                                        | 11/8/2012 |              | $ |              | $ | 2,500              | $ |                    | $ |                            | $ | 2,500           
|Contributed Capital                                        | 1/14/2011 |              |   |              |   | 3,865              |   |                    |   |                            |   | 3,865           
|Shares issued to Reshoot Production Company                | 1/31/2011 | 34,246,703   |   | 34,247       |   | (34,247)           |   |                    |   |                            |   | -               
|Contributed Capital                                        | 3/1/2011  |              |   |              |   | 5,000              |   |                    |   |                            |   | 5,000           
|Contributed Capital                                        | 4/18/2011 |              |   |              |   | 2,000              |   |                    |   |                            |   | 2,000           
|Shares issued for incurring plantation costs               | 4/21/2011 | 270,000      |   | 270          |   | 26,730             |   |                    |   |                            |   | 27,000          
|Shares Cancelled                                           | 5/3/2011  | (3,400,000)  |   | (3,400)      |   | 3,400              |   |                    |   |                            |   | -               
|Shares issued for services                                 | 5/4/2011  | 40,000       |   | 40           |   | 3,960              |   |                    |   |                            |   | 4,000           
|Contributed Capital                                        | 5/20/2011 |              |   |              |   | 20,000             |   |                    |   |                            |   | 20,000          
|Stock subscription payable                                 | 6/15/2011 |              |   |              |   |                    |   | 37,500             |   |                            |   | 37,500          
|Net Loss                                                   | 8/31/2011 |              |   |              |   |                    |   |                    |   | (73,232)                   |   | (73,232)        
|Changes during year                                        |           | 31,156,703   | $ | 31,157       | $ | 33,208             | $ | 37,500             | $ | (73,232)                   | $ | 28,633          
|Balance, August 31, 2011                                   |           | 31,156,703   | $ | 31,157       | $ | 33,533             | $ | 37,500             | $ | (76,057)                   | $ | 26,133          
|                                                           |           |              |   |              |   |                    |   |                    |   |                            |   |                 
|Private placement $0.25 per share, 1,500,000 shares issued | 9/23/2011 | 1,500,000    | $ | 1,500        | $ | 36,000             | $ | (37,500)           | $ |                            | $ | -               
|Private placement $0.25 per share, 1,500,000 shares issued | 9/23/2011 | 1,500,000    |   | 1,500        |   | 36,000             |   |                    |   |                            |   | 37,500          
|Shares issued for cash pursuant to Reg. S offering         | 1/10/2012 | 3,000,000    |   | 3,000        |   | 52,000             |   |                    |   |                            |   | 55,000          
|Stock compensation                                         |           |              |   |              |   |                    |   | 73,846             |   |                            |   | 73,846          
|Shares to be issued for seed purchase                      |           |              |   |              |   |                    |   | 3,750              |   |                            |   | 3,750           
|100,000 Shares issued for $0.50 per share                  | 6/21/2012 | 100,000      |   | 100          |   | 49,900             |   |                    |   |                            |   | 50,000          
|Shares purchased by Director                               |           |              |   |              |   |                    |   | 10,000             |   |                            |   | 10,000          
|Shares issued for compensation                             |           |              |   |              |   |                    |   | 2,500              |   |                            |   | 2,500           
|Shares issued for compensation                             |           |              |   |              |   |                    |   | 425                |   |                            |   | 425             
|Net loss                                                   |           |              |   |              |   |                    |   |                    |   | (276,050)                  |   | (276,050)       
|Changes during year                                        |           | 6,100,000    | $ | 6,100        | $ | 173,900            | $ | 53,021             | $ | (276,050)                  | $ | (43,029)        
|Balance, August 31, 2012                                   |           | 37,256,703   | $ | 37,257       | $ | 207,433            | $ | 90,521             | $ | (352,107)                  | $ | (16,896)        
|                                                           |           |              |   |              |   |                    |   |                    |   |                            |   |                 
|20,000 Shares issued for $0.50 per share                   | 10/2/2012 | 20,000       | $ | 20           | $ | 9,980              | $ |                    | $ |                            | $ | 10,000          
|Warrants                                                   | 3/19/2013 |              |   |              |   | 890,000            |   |                    |   |                            |   | 890,000         
|Stock issued for compensation                              | 6/24/2013 | 440,000      |   | 440          |   | 351,560            |   |                    |   |                            |   | 352,000         
|Stock issued for MDU cost                                  | 6/24/2013 | 87,682       |   | 88           |   | 70,057             |   |                    |   |                            |   | 70,145          
|Stock issued for compensation                              | 6/24/2013 | 22,000       |   | 22           |   | 17,578             |   |                    |   |                            |   | 17,600          
|Stock issued for accrued MDU cost                          | 6/28/2013 | 36,000       |   | 36           |   | 28,765             |   |                    |   |                            |   | 28,801          
|Stock issued for accrued farming cost                      | 7/1/2013  | 540,000      |   | 540          |   | 431,460            |   |                    |   |                            |   | 432,000         
|Net loss                                                   |           |              |   |              |   |                    |   |                    |   | (2,039,592)                |   | (2,039,592)     
|Changes during year                                        |           | 1,145,682    | $ | 1,146        | $ | 1,799,400          | $ | 0                  | $ | (2,039,592)                | $ | (239,046)       
|Balance, August 31, 2013                                   |           | 38,402,385   | $ | 38,403       | $ | 2,006,833          | $ | 90,521             | $ | (2,391,699)                | $ | (255,942)       



The accompanying notes are an integral part
of these financial statements.



F-5



JA Energy

Statements of Cash Flows



|                                                          |                                           |                                      | Period ended
        August 31, 2013 |                  | Period ended
        August 31, 2012 |                 | From inception
        (August 26, 2010) to
        August 31, 2013
|--------------------------------------------------------- | ----------------------------------------- | ------------------------------------ | ------------------------------------ | ---------------- | ------------------------------------ | --------------- | -------------------------------------------------------------------
|OPERATING ACTIVITIES                                      |                                           |                                      |                                      |                  |                                     
|Net loss                                                  | $      (2,039,592)                        |                                      | $    (276,050)                       |                  | $  (2,391,698)                      
|Adjustment to reconcile net loss to net cash              |                                           |                                      |                                      |                  |                                     
|                                                          | used by operating activities:             |                                      |                                      |                  |                                      |                
|                                                          |                                           | Stock compensation                   | 379,600                              |                  | 84,521                               |                 | 464,121                                                            
|                                                          |                                           | Warrant expense                      | 875,000                              |                  |                                      |                 | 875,000                                                            
|                                                          |                                           | Abandoned farming operations         | 432,000                              |                  |                                      |                 | 432,000                                                            
|                                                          |                                           | Depreciation                         | 7,115                                |                  | 1,472                                |                 | 8,587                                                              
|                                                          | Decrease (Increase) in                    |                                      |                                      |                  |                                      |                 |                                                                    
|                                                          |                                           | Prepaid expense                      | 7,210                                |                  | (5,151)                              |                 | 0                                                                  
|                                                          |                                           | Inventory                            | 62,323                               |                  | (23,973)                             |                 | 0                                                                  
|                                                          |                                           | Deposits                             | (1,000)                              |                  | (555)                                |                 | (3,555)                                                            
|                                                          | (Decrease) Increase in                    |                                      |                                      |                  |                                      |                 |                                                                    
|                                                          |                                           | Accounts payable and accrued expense | 3,308                                |                  | 26,039                               |                 | 30,900                                                             
|                                                          |                                           | Accounts payable related party       | (250)                                |                  | (750)                                |                 | 9,550                                                              
|Net cash applied to operating activities                  | $         (274,286)                       |                                      | $     (194,447)                      |                  | $   (575,095)                       
|                                                          |                                           |                                      |                                      |                  |                                      |                 |                                                                    
|INVESTING ACTIVITIES                                      |                                           |                                      |                                      |                  |                                     
|                                                          | Purchase of fixed asset, MDU              | $           (57,908)                 |                                      | $       (59,944) |                                      | $     (117,852)
|                                                          | Purchase of fixed asset, vehicle, & equip | (2,030)                              |                                      | (22,122)         |                                      | (24,152)       
|Net cash applied to investing activities                  | $           (59,938)                      |                                      | $       (82,066)                     |                  | $      (142,004)                    
|                                                          |                                           |                                      |                                      |                  |                                      |                 |                                                                    
|FINANCING ACTIVITIES                                      |                                           |                                      |                                      |                  |                                     
|Proceeds issuance of common stock and contributed capital | $                         0               | $                                    | 152,500                              |                  | $         250,690                   
|Proceeds from loan, related party                         | 339,826                                   |                                      | 105,000                              |                  | 444,826                             
|Payments on loan, related party                           | 0                                         |                                      | (6,000)                              |                  | (6,000)                             
|Proceeds from loan                                        | 0                                         |                                      | 20,000                               |                  | 35,000                              
|Payments on loan                                          | (3,324)                                   |                                      | (1,416)                              |                  | (4,740)                             
|Net cash provided by financing activities                 | $          336,502                        |                                      | $       270,084                      |                  | $        719,776                    
|                                                          |                                           |                                      |                                      |                  |                                      |                 |                                                                    
|NET INCREASE (DECREASE) IN CASH                           | $              2,278                      |                                      | $       (6,429)                      |                  | $            2,677                  
|CASH - BEGINNING OF THE PERIOD                            | 399                                       |                                      | 6,828                                |                  | 0                                   
|CASH - END OF THE PERIOD                                  | $               2,677                     |                                      | 399                                  |                  | $           2,677                   
|                                                          |                                           |                                      |                                      |                  |                                      |                 |                                                                    
|SUPPLEMENTAL DISCLOSURES:                                 |                                           |                                      |                                      |                  |                                     
|                                                          |                                           |                                      |                                      |                  |                                      |                 |                                                                    



| |  | Non-cash Transactions |                                          |         |      
| |  | --------------------- | ---------------------------------------- | ------- | -----
| |  |                       | Warrant expense                          | 875,000 | 0    
| |  |                       | Abandonment of farming operations        | 432,000 | 0    
| |  |                       | Contributed capital with note conversion | 15,000  | 0    
| |  |                       | Stock issued for planting cost           | 0       | 0    
| |  |                       | Stock issued for prepaid services        | 0       | 0    
| |  |                       | Interest paid                            | 0       | 2,550
| |  |                       | MDU components                           | 89,946  | 0    
| |  |                       | Stock compensation                       | 379,600 | 0    





The accompanying notes are an integral part
of these financial statements.



F-6







JA Energy

Notes to Financial Statements

August 31, 2013



NOTE 1. General Organization and Business



The Company was organized August 26, 2010 (Date
of Inception) under the laws of the State of Nevada, as JA Energy. The Company was incorporated as a subsidiary of Reshoot Production
Company, a Nevada corporation. Reshoot Production Company was incorporated October 31, 2007, and, at the time of spin off was listed
on the Over the Counter Bulletin Board.



JA Energy is working to develop a suite of
products with a view of finding global energy solutions. Management believes non-oil-producing, agricultural-based countries are
spending large amounts of their gross domestic product to pay for fossil fuel to power their economies, and ethanol from sugar
beets or sugar cane to provide the electricity to replace diesel generation. With the base load power augmented by the photovoltaic
and CSP products, countries will be able to provide some of their energy needs from within and lessen their imports.



NOTE 2 - GOING CONCERN



These financial statements have been prepared
in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has an accumulated deficit
since inception of $2,391,699. The Company has not generated any significant revenues to date, and its ability to continue as a
going concern is contingent upon the successful completion of additional financing arrangements and its ability to achieve and
maintain profitable operations. Management plans to raise equity capital to finance the operating and capital requirements of the
Company. Amounts raised will be used for further development of the Company's products, to provide financing for marketing and
promotion and for other working capital purposes. While the Company is putting forth its best efforts to achieve the above plans,
there is no assurance that any such activity will generate funds that will be available for operations.



These conditions raise substantial doubt about
the Company's ability to continue as a going concern. These financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from
this uncertainty.













F-7











JA Energy

Notes to Financial Statements

August 31, 2013





NOTE 3. Summary of Significant Accounting Policies



Basis of Accounting

The basis is United States generally accepted
accounting principles.



Cash and Cash Equivalents

The Company considers all short-term investments
with a maturity of three months or less at the date of purchase to be cash and cash equivalents.



Fixed Assets

Fixed assets are stated at cost, less accumulated
depreciation. Depreciation is computed on straight line and declining balance methods over the estimated useful lives of the assets.
Repairs and maintenance are expenses as incurred.



Earnings per Share

The basic earnings (loss) per share is calculated
by dividing the Company's net income (loss) available to common shareholders by the weighted average number of common shares issued
and outstanding during the year. The diluted earnings (loss) per share is calculated by dividing the Company's net income (loss)
available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted
average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially
dilutive debt or equity.



Revenue recognition

The Company recognizes revenue on an accrual
basis as it invoices for services.



Dividends

The Company has not yet adopted any policy
regarding payment of dividends. No dividends have been paid during the period shown.



Income Taxes

The provision for income taxes is the total
of the current taxes payable and the net of the change in the deferred income taxes. Provision is made for the deferred income
taxes where differences exist between the period in which transactions affect current taxable income and the period in which they
enter into the determination of net income in the financial statements.

F-8











JA Energy

Notes to Financial Statements

August 31, 2013



NOTE 3. Summary of Significant Accounting Policies (Continued)



Cost of product sold

The types of costs included in cost of product
sold are raw materials, packaging materials, manufacturing costs, plant administrative support and overheads, and freight and warehouse
costs.



Recent Accounting Pronouncements

The Company's management has evaluated all
the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any
of these pronouncements will have a material impact on the Company's financial position and results of operations.



Year-end

The Company has selected August 31 as its year-end.



Fair value of financial instruments

Fair value estimates discussed herein are based
upon certain market assumptions and pertinent information available to management as of August 31, 2013. The respective carrying
value of certain on balance sheet financial instruments approximated their fair values. These financial instruments include cash
and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term
in nature and their carrying amounts approximate fair values or they are payable on demand.



Advertising

Advertising is expensed when incurred. There
has been no advertising during the period.



Use of Estimates

The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results
could differ from those estimates.









F-9











JA Energy

Notes to Financial Statements

August 31, 2013



NOTE 4 - Stockholders' Deficit



The Company is authorized to issue 70,000,000
shares of its $0.001 par value common stock and 5,000,000 shares of its $0.001 par value preferred stock.



On September 1, 2010, a director of the Company
contributed capital of $325 for incorporating fees.



On November 8, 2010, a director of the Company
contributed capital of $2,500 for audit fees.



On January 14, 2011, a director of the Company
contributed capital of $3,865 for transfer and audit fees.



The Company was a subsidiary of Reshoot Production
Company. On January 31, 2011, the record shareholders of Reshoot Production Company received a spin off dividend of one point 4
(1.4) common shares, par value $0.001, of JA Energy common stock for every share of Reshoot Production Company common stock owned
for a total 65,846,703 common shares issued.



In March 2011, an officer of the Company returned
31,600,000 shares to treasury.



On March 1, 2011, a director of the Company
contributed capital of $5,000 for operating expenses.



On April 18, 2011, a director of the Company
contributed capital of $2,000 for operating expenses.



On April 21, 2011, the Company issued 270,000
shares of its $0.001 par value common stock valued at $27,000 in exchange for Jerusalem Artichoke tubers. These tubers were essential
in order for the Company to grow Jerusalem Artichokes for the subsequent conversion into ethanol.



On May 3, 2011, a former officer of the Company
returned 3,400,000 shares to treasury as part of an initiative to restructure the Company’s capital stock. Accordingly, the
return of these shares have been accounted for similar to a reverse stock split and have been applied on a retroactive basis.



On May 4, 2011, the Company issued 40,000 shares
of its $0.001 par value common stock valued at $4,000 in exchange for bookkeeping and office support services.

F-10











JA Energy

Notes to Financial Statements

August 31, 2013



NOTE 4 - Stockholders' Deficit (continued)



On May 20, 2011, $20,000 was received for shares
to be issued on January 10, 2012.



On September 23, 2011, the Company issued 3,000,000
shares of its $0.001 par value common stock for cash of $75,000.



On January 10, 2012, the Company issued 3,000,000
shares of its $0.001 par value common stock for cash of $75,000, of which $20,000 was received on May 20, 2011.



On June 21, 2012, the Company issued 100,000
shares of its $0.001 par value common stock for cash of $50,000.



On August 30, 2012 the Company sold 20,000
shares of its $0.001 par value common stock for cash for $10,000. The shares were issued after year end and the amount is included
in the Common Stock Payable.



On April 23, 2012, the Company recorded a common
stock payable of $3,750 for the shares due under contract to Rockey Farms, Owned by Director Sheldon Rockey, for farming costs.
As of August 31, 2012 no shares have been issued.



On January 16, 2012, the Company executed a
consulting contract with Desert Resources for an annual fee of $60,000 and 240,000 shares of common stock. The shares were valued
according to the fair value of the common stock based on the agreement date. Desert Resources is compensated in bi-weekly installments.
As of August 31, 2012, no shares have been issued and a total of $73,846 has been recorded to common stock payable.



On January 30, 2012, the Company recorded $2,500
common stock payable cash for services rendered. As of August 31, 2012, no shares have been issued.



On August 30, 2012, the Company received $10,000
from a director for shares to be issued.



On August 31, 2012, the Company recorded a
common stock payable for 500 shares of common stock due to a consultant for services rendered. The shares were valued at $425 according
to the fair value of the common stock based on the record date.



On October 2, 2012, the Company issued 20,000
shares of its $0.001 par value common stock for $0.50 per share.



F-11











JA Energy

Notes to Financial Statements

August 31, 2013



NOTE 4 - Stockholders' Deficit (continued)



On June 24, 2013, the Company issued 462,000
shares of common stock for compensation of $369,600



On June 24, 2013, the Company issued 87,682
shares of common stock for MDU cost of $70,145.



On June 28, 2013 the Company issued 36,000
shares of common stock for a MDU cost $28,800.



On July 1, 2013 the Company issued 540,000
shares of common stock for farming cost $432,000



There have been no other issuances of preferred
or common stock.





NOTE 5. Related Party Transactions



On September 1, 2010, a director of the Company
contributed capital of $325 for incorporating fees.



On November 8, 2010, a director of the Company
contributed capital of $2,500 for audit fees.



On May 31, 2012, the Company entered into a
promissory note with the CEO and director for value loaned to the Company in the sum of $99,000 with terms of due upon demand with
a simple interest of 5% due monthly.



On April 23, 2012 the Company recorded a Common
Stock Payable of $3,750 for the shares due under contract to Rockey Farms, Owned by Director Sheldon Rockey for farming costs.
As of August 31, 2012 no shares have been issued.



The Chief Executive Officer loaned to the Company
$199,176 during the period ended November 31, 2012. The terms of the loan are due upon demand with an annual interest rate of 5%.
The Company paid the balance on the prior officer loan of $1,500 which was non-interest bearing.



The Chief Executive Officer loaned to the Company
$25,000 during the period ended February 28, 2013. The terms of the loan are due upon demand with an annual interest rate of 5%.

F-12











JA Energy

Notes to Financial Statements

August 31, 2013



NOTE 4 - Stockholders' Deficit (continued)



The Chief Executive Officer loaned to the Company
$79,000 during the period ended May 31, 2013. The terms of the loan are due upon demand with an annual interest rate of 5%.



The Chief Executive Officer loaned to the Company
$100,450 during the period ended August 31, 2013. The terms of the loan are due upon demand with an annual interest rate of 5%.



NOTE 6. Fixed Assets



The Company purchased a 2011 Ford Taurus for
$22,122 during the year ended August 31, 2012, and purchased office furniture and equipment for $2,030 for the year ended August
31, 2013. As of August 31, 2013 the construction cost on a prototype Modular Distillation Unit (MDU) is $216,799. The MDU is substantially
completed and there will be an additional expenditure to test and complete the unit.



NOTE 7 - – INVENTORY AND ABANDONMENT
OF FARMING OPERATIONS



The Company assesses the valuation of its inventories
and reduces the carrying value of those inventories that are obsolete or in excess of the Company’s forecasted usage to their
estimated net realizable value. The Company estimates the net realizable value of such inventories based on analyses and assumptions
including, but not limited to, historical usage, future demand, and market requirements. Reductions to the carrying value of inventories
are recorded in cost of product sold. If the future demand for the Company’s products is less favorable than the Company’s
forecasts, then the value of the inventories may be required to be reduced, which could result in additional expense to the Company
and affect its results of operations.



During the year ended August 31, 2013, the
Company substantially completed the modular distillation unit (MDU), and abandoned the farming operations, resulting in no inventory
at August 31, 2013.



The loss from ceasing the farming operation
is $503,533.



F-13











JA Energy

Notes to Financial Statements

August 31, 2013

NOTE 8. Loan Payable



The Company received a loan from US Bank in
the amount of $20,000 secured by the 2011 Ford Taurus. The loan is a fully amortized loan with monthly payments of $389 for 60
months.



| | Period Ended | Principle | Interest | Payments | 
| | ------------ | --------- | -------- | -------- | 
| | August 2014  | $3,822    | $846     | $4,668   | 
| | August 2015  | $4,068    | $600     | $4,668   | 
| | August 2016  | $4,330    | $338     | $4,668   | 
| | August 2017  | $3,040    | $130     | $3,170   | 



At August 31, 2013, principal outstanding was
$15,260.



NOTE 9. Provision for Income Taxes



The Company accounts for income taxes under
FASB Accounting Standard Codification ASC 740 “Income Taxes”. ASC 740 requires use of the liability method. ASC 740
provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities
and their carrying amounts for financial reporting purposes, referred to as temporary differences. Deferred tax assets and liabilities
at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which
the deferred tax assets and liabilities are expected to be settled or realized.



As of August 31, 2013, the Company had net
operating loss carry forwards of $1,138,698 that may be available to reduce future years’ taxable income through 2033. Future
tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization
is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating
to these tax loss carry-forwards. Net operation losses will begin to expire in 2030.



F-14











JA Energy

Notes to Financial Statements

August 31, 2013



NOTE 9. Provision for Income Taxes (continued)



Components of net deferred tax assets, including a valuation allowance,
are as follows at August 31, 2013 and 2012:

|                                 |  | 2013                  |  | 2012                 
|-------------------------------- |  | --------------------- |  | ---------------------
|Deferred tax assets:             |  |                       |  |                      
|Net operating loss carry forward |  | $  1,109,185          |  | $        195,529     
|                                 |  |                       |  |                      
|Total deferred tax assets        |  | $     388,215         |  | 68,435               
|Less: valuation allowance        |  | (388,215)             |  | (68,435)             
|Net deferred tax assets          |  | $                   - |  | $                   -



The valuation allowance for deferred tax assets
as of August 31, 2012 was $388,215, as compared to $68,435 as of August 31, 2012. In assessing the recovery of the deferred tax
assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be
realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods
in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets,
projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was
more likely than not the deferred tax assets would not be realized as of August 31, 2013 and August 31, 2012.



The provision for income taxes differs from
the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources
and tax effects of the differences are as follows:



U.S federal statutory rate (35.0%)

Valuation reserve 35.0%

Total -%



At August 31, 2013, we had an unused net operating
loss carryover approximating $1,109,185 that is available to offset future taxable income which expires beginning 2030.



NOTE 10 – Contributed Capital



The Company has received $15,000 as a loan
from a non - related third party. The loan is unsecured, payable on demand and non-interest bearing. The loan was received on 03/01/2011
in the amount of $15,000. Effective March 19, 2013, the debt was exchanged for warrants to purchase up to 1,200,000 shares of common
$.001 par value stock at $1.00 per share after March 19, 2014 and before March 19, 2017. For Financial reporting, the exchange
is recorded as a capital contribution of $890,000, and warrants expense of $875,000; common stock is not issued until the warrants
are exercised, fully diluted earnings (loss) per share include those exercisable by warrant.



F-15













JA Energy

Notes to Financial Statements

August 31, 2013



NOTE 11. Recent Accounting Pronouncements



The Company's management has evaluated all
the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any
of these pronouncements will have a material impact on the Company's financial position and results of operations.



NOTE 12. Subsequent Events



The Company has evaluated subsequent events
through December 12, 2013, the date on which the financial statements were available to be issued.





F-16













Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.



None.



Item 9A(T). Controls and Procedures.



Evaluation of Disclosure Controls and Procedures



Our disclosure controls and procedures, as
defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded,
processed, summarized, and reported within the time periods specified in rules and forms adopted by the SEC, and that such information
is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow
timely decisions regarding required disclosures.



Management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as
of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and the Chief Financial
Officer concluded that, our disclosure controls and procedures were not effective. Our disclosure controls and procedures were
not effective because of the "material weaknesses" described below under "Management's report on internal control
over financial reporting," which are in the process of being remediated as described below under "Management Plan to
Remediate Material Weaknesses."



Management's Report on Internal Control
over Financial Reporting



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in rules
promulgated under the Exchange Act, is a process designed by, or under the supervision of, our Chief Executive Officer and Chief
Financial Officer and affected by our Board of Directors, management and other personnel to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
Internal control over financial reporting includes those policies and procedures that:



·         pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our
assets;



·         provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our Board
of Directors; and



·         provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that
could have a material effect on our financial statements.





17













Because of its inherent limitations, a system
of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control
system are met and may not prevent or detect misstatements. Internal control over financial reporting is a process that involves
human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control
over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is a risk
that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However,
these inherent limitations are known features of the financial reporting process, and it is possible to design into the process
safeguards to reduce, though not eliminate, this risk. Further, over time control may become inadequate because of changes in conditions
or the degree of compliance with the policies or procedures may deteriorate.



Our management assessed the effectiveness of
our internal control over financial reporting as of August 31, 2013. In making its assessment, management used the criteria established
in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
Based on its assessment, management has concluded that we had certain control deficiencies described below that constituted material
weaknesses in our internal controls over financial reporting. As a result, our internal control over financial reporting was not
effective as of August 31, 2013.



A "material weakness" is defined
under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there
is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented
or detected on a timely basis by the company's internal controls. As a result of management's review of the investigation issues
and results, and other internal reviews and evaluations that were completed after the end of quarter related to the preparation
of management's report on internal controls over financial reporting required for this annual report on Form 10-K/A, management
concluded that we had material weaknesses in our control environment and financial reporting process consisting of the following:



1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting
in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and



2) insufficient written policies and procedures
for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.



We do not believe the material weaknesses described
above caused any meaningful or significant misreporting of our financial condition and results of operations for the fiscal year
ended August 31, 2013. However, management believes that the lack of a functioning audit committee and the lack of a majority of
outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal
controls and procedures, which could result in a material misstatement in our financial statements in future periods.







18















Management Plan to Remediate Material Weaknesses



Management is pursuing the implementation of
corrective measures to address the material weaknesses described below. In an effort to remediate the identified material weaknesses
and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:



We will create a position to segregate duties
consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting
function when funds are available to us. We plan to appoint one or more outside directors to our board of directors who shall be
appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment
and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management
when funds are available to us.



We believe the remediation measures described
above will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting. We
are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our
financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial
reporting, we may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate
circumstances not to complete, certain of the remediation measures described above.



Changes in Internal Control over Financial
Reporting



There were no changes in our internal control
over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent
fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.



This amended annual report does not include
an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary
rules of the SEC that permit the Corporation to provide only the management's report in this annual report.



Item 9B. Other Information.



None.





19























PART III





Item 10. Director, Executive Officer and Corporate Governance.



The following table sets forth certain information
regarding our current director and executive officer. Our executive officers serve one-year terms. Set forth below are the names,
ages and present principal occupations or employment, and material occupations, positions, offices or employments for the past
five years of our current director and executive officer.



|Name             | Age | Position & Offices Held                        
|---------------- | --- | -----------------------------------------------
|James Lusk       | 62  | President, Chief Executive Officer and Director
|Sheldon Rockey   | 37  | Director                                       
|Jennifer Roberts | 35  | Director                                       
|Paul Jarrett     | 31  | Director                                       



The business address for our officers/directors
is: c/o JA Energy, 7495 W. Azure Dr. Suite 110, Las Vegas, NV 89130.



All directors hold office until the next annual
meeting of stockholders of the Company and until their successors have been elected and qualified. Directors currently receive
no fees for services provided in that capacity. The officers of the Company are elected annually and serve at the discretion of
the Board of Directors.



Set forth below is a brief description of the background and business
experience of our officers and directors.



James Lusk, President/CEO/Director



Mr. Lusk has spent the past twelve months, prior to the incorporation
of JA Energy, researching the business plan for JA Energy. This includes identifying the varietal Jerusalem artichoke, where to
grow the artichoke, how to harvest the artichoke, and process the final product into ethanol. He brings to the company the know-how
to make the business plan operational.



Prior to joining JA Energy, Mr. Lusk's experience includes 32 years
in public accounting where he worked with many businesses. He has a bachelor's degree in Business Administration with a concentration
in accounting from California State University at San Bernardino (1978) and was issued CPA certificates in 1981 California and
1986 Nevada (Both are not current for lack of up to date CPEs).



In March of 2009, he joined Pattie Montgomery CPA LLC as a principal.



From May, 2009 (inception) until December 2009, he was one of four
members of Green Global Systems, LLC, a Nevada Limited Liability Company. Mr. Lusk is currently a member of Green Global Systems
and controls 50% of this limited liability company. His duties at Green Global Systems, LLC included, the supervision of the building
of the prototype Modular Distillation Unit, working with the mechanical engineers, meetings with consultants, researching the market
place both domestic and foreign, meeting with local government official, meeting with farmers, preparing cost analysis for the
various phases of the process and meeting with potential investors.



From 2007 to 2008, Mr. Lusk authored a book entitled "33 Cents
a Day the Cost of Good Government."



From 2004 to 2007, Mr. Lusk developed Test Only Smog Inspection
Stations in California under the Service Marked name of Smog Busters.



20





















Biography of Sheldon Rockey, Director

2002- Present, Mr. Sheldon Rockey is a partner and manager
of Rockey Farms LLC located in Center, Colorado.



Biography of Jennifer Roberts, Director

Jennifer Roberts holds Bachelor of Arts degrees in Psychology and
Criminal Justice as well as a Master's degree in Social Work. For the last 12 years she has owned and operated A-1 Masonry and
Sandblasting, growing the company to one of the largest woman-owned masonry companies on the West Coast.



Biography of Paul Jarrett, Director

A native of Las Vegas, Paul Jarrett has
worked in various levels of the Automotive Industry including SalesManagement, Financial Services, and Portfolio Lending.
His educational background includes a degree in Psychology and Criminal Justice from the University of Nevada, Reno.



2008-Present - Gaudin Automotive Group; Las Vegas, Nevada

2003-2008 - Lithia Automotive; Reno, Nevada







21





















Section 16(a) Beneficial Ownership Reporting
Compliance



Section 16(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), requires our executive officer and director, and persons who beneficially own
more than ten percent of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC.
Executive officers, directors and greater than ten percent beneficial owners are required by SEC regulations to furnish us with
copies of all Section 16(a) forms they file. Based upon a review of the copies of such forms furnished to us and written representations
from our executive officer and director, we believe that as of the date of this report they were not current in his 16(a) reports.



Board of Directors



Our board of directors currently consists of four members, Mr. James
Lusk, Ms. Jennifer Roberts, Mr. Paul Jarrett. and Mr. Sheldon Rockey. Our directors serve one-year terms.



Audit Committee



The company does not presently have an Audit Committee. No qualified
financial expert has been hired because the company is too small to afford such expense.



Committees and Procedures



(1) The registrant has no standing audit, nominating
and compensation committees of the Board of Directors, or committees performing similar functions. The Board acts itself in lieu
of committees due to its small size.



(2) The view of the board of directors is that
it is appropriate for the registrant not to have such a committee because its directors participate in the consideration of director
nominees and the board and the company are so small.



(3) The members of the Board who acts as nominating
committee is not independent, pursuant to the definition of independence of a national securities exchange registered pursuant
to section 6(a) of the Act (15 U.S.C. 78f(a).



(4) The nominating committee has no policy with
regard to the consideration of any director candidates recommended by security holders, but the committee will consider director
candidates recommended by security holders.



(5) The basis for the view of the board of directors
that it is appropriate for the registrant not to have such a policy is that there is no need to adopt a policy for a small company.



(6) The nominating committee will consider candidates
recommended by security holders, and by security holders in submitting such recommendations.



(7) There are no specific, minimum qualifications
that the nominating committee believes must be met by a nominee recommended by security holders except to find anyone willing to
serve with a clean background.



(8) The nominating committee's process for identifying
and evaluation of nominees for director, including nominees recommended by security holders, is to find qualified persons willing
to serve with a clean backgrounds. There are no differences in themanner in which the nominating committee evaluates nominees for
director based onwhether the nominee is recommended by a security holder, or found by the board.



22





















Code of Ethics



We have not adopted a Code of Ethics for the Board and any salaried
employees.





Limitation of Liability of Directors



Pursuant to the Nevada General Corporation Law, our Articles of
Incorporation exclude personal liability for our Directors for monetary damages based upon any violation of their fiduciary duties
as Directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, or any transaction from which a Director receives an improper personal benefit.
This exclusion of liability does not limit any right which a Director may have to be indemnified and does not affect any Director's
liability under federal or applicable state securities laws. We have agreed to indemnify our directors against expenses, judgments,
and amounts paid in settlement in connection with any claim against a Director if he acted in good faith and in a manner he believed
to be in our best interests.



Nevada Anti-Takeover Law and Charter and By-law Provisions



The anti-takeover provisions of Sections 78.411 through 78.445 of
the Nevada Corporation Law apply to JA Energy. Section 78.438 of the Nevada law prohibits the Company from merging with or selling
more than 5% of our assets or stock to any shareholder who owns or owned more than 10% of any stock or any entity related to a
10% shareholder for three years after the date on which the shareholder acquired the JA Energy shares, unless the transaction is
approved by JA Energy's Board of Directors. The provisions also prohibit the Company from completing any of the transactions described
in the preceding sentence with a 10% shareholder who has held the shares more than three years and its related entities unless
the transaction is approved by our Board of Directors or a majority of our shares, other than shares owned by that 10% shareholder
or any related entity. These provisions could delay, defer or prevent a change in control of JA Energy.







23





















Item 11. Executive Compensation.



The following table sets forth summary compensation information
for the fiscal year ended August 31, 2013 and August 31, 2012 for our Chief Executive Officer, who was appointed on August 26,
2010.



JA Energy Summary Compensation Table



|               |              |          |           | Year   |        |        |        | Compen- |       | 
|-------------- | ------------ | -------- | --------- | ------ | ------ | ------ | ------ | ------- | ----- | 
|               |              |          | Principal | Ending | Salary | Bonus  | Awards | Sation  | Total | 
|Name           | Position     | Aug. 31, | ($)       | ($)    | ($)    | ($)    | ($)    |        
|               |              |          |           |        |        |        |        |         |       | 
|James Lusk     | CEO/Director | 2013     | -         | -      | -      | 40,687 | 40,687 |        
|               |              |          | 2012      | -      | -      | -      | 21,000 | 21,000  |      
|               |              |          |           |        |        |        |        |         |       | 
|               |              |          |           |        |        |        |        |         |       | 
|Sheldon Rockey |              |          | Director  | 2013   | -      | -      | -      | -       | -     | 
|               |              |          |           | 2012   | -      | -      | -      | -       | -     | 
|               |              |          |          
|               |              |          |           |        |        |        |        |         |       | 



We do not maintain key-man life insurance for
our executive officer/director. We do not have any long-term compensation plans, stock option plans or employment agreements with
our executive officers/directors.



Stock Option Grants



We did not grant any stock options to the executive
officers or directors from inception through fiscal year end August 31, 2013 or August 31, 2012.



Outstanding Equity Awards at 2013 Fiscal
Year-End



We did not have any outstanding equity awards
as of August 31, 2013 or August 31, 2012.



Option Exercises for Fiscal 2013



There were no options exercised by our named
executive officers in fiscal 2013 or 2012.



24





















Potential Payments Upon Termination or Change
in Control



We have not entered into any compensatory plans
or arrangements with respect to our named executive officers, which would in any way result in payments to such officer(s) because
of their resignation, retirement, or other termination of employment with us or our subsidiaries, or any change in control of,
or a change in their responsibilities following a change in control.



Director Compensation



Our directors are paid 10,000 shares of company
stock per service quarter.



Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.



The following table presents information, to
the best of our knowledge, about the ownership of our common stock on December 12, 2013 relating to those persons known to beneficially
own more than 5% of our capital stock and by our named executive officer and sole director.



Beneficial ownership is determined in accordance
with the rules of the U. S. Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other
purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared
voting or investment power. It also includes shares of common stock that the stockholder has a right to acquire within 60 days
after December 12, 2013 pursuant to options, warrants, conversion privileges or other right.



The percentage
ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the U. S. Securities
and Exchange Commission, that only the person or entity whose ownership is being reported hasconverted options or warrants
into shares of JA Energy's common stock.



On or about March 19, 2013, the Board approved
the authorization to issue Cashless Warrants in lieu of debt. These cashless warrants include 1,000,000 shares of common stock
that can be exercised on or before March 19, 2017.

|                                      |  |                                             |  |                                                                             
|------------------------------------- |  | ------------------------------------------- |  | ----------------------------------------------------------------------------
|Name and Address of Beneficial Owner  |  | Number of Shares
        Beneficially Owned |  | Percentage
        of Outstanding
        Shares of Common
        Stock (1)
|James Lusk (2)                        |  | 12,460,000                                  |  | 32.4%                                                                       
|Sheldon Rockey (3)                    |  | 810,000                                     |  | 2.1%                                                                        
|Jennifer Roberts (4)                  |  | 444,000                                     |  | 1.2%                                                                        
|Paul Jarrett (5)                      |  | 120,000                                     |  | 0.3%                                                                        
|                                      |  |                                             |  |                                                                             
|All Directors and Officers as a Group |  | 13,834,000                                  |  | 36.0%                                                                       



1) Percent of Class is based
on 38,402,385 shares issued and outstanding.

2) James Lusk, 7495 W. Azure
Dr. Suite 110, Las Vegas, NV 89130.

3) Sheldon Rockey, 7495 W.
Azure Dr. Suite 110, Las Vegas, NV 89130.

4) Jennifer Roberts, 7495
W. Azure Dr. Suite 110, Las Vegas, NV 89130.

5) Paul Jarrett, 7495 W. Azure
Dr. Suite 110, Las Vegas, NV 89130.



25





















We are not aware of any arrangements that may
result in "changes in control" as that term is defined by the provisions of Item 403(c) of Regulation S-B.



We believe that all persons named have full
voting and investment power with respect to the shares indicated, unless otherwise noted in the table. Under the rules of the Securities
and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she,
directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or
to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same
security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60
days, such as options or warrants to purchase our common stock.



Item 13. Certain Relationships and Related
Transactions, and Director Independence.



Our Chief Executive Officer is also our primary shareholder. Our
Chief Executive Officer controls 12,460,000 shares of our common stock, or approximately 39.9% of our outstanding common stock.





Our sole officer and director, James Lusk can be considered a promoter
of JA Energy in consideration of his participation and managing of the business of the company since its incorporation.



The Chief Executive Officer loaned to the Company
$199,176 during the period ended November 31, 2012. The terms of the loan are due upon demand with an annual interest rate of 5%.
The Company paid the balance on the prior officer loan of $1,500 which was non-interest bearing.



The Chief Executive Officer loaned to the Company
$25,000 during the period ended February 28, 2013. The terms of the loan are due upon demand with an annual interest rate of 5%.



The Chief Executive Officer loaned to the Company
$79,000 during the period ended May 31, 2013. The terms of the loan are due upon demand with an annual interest rate of 5%.



The Chief Executive Officer loaned to the Company
$100,450 during the period ended August 31, 2013. The terms of the loan are due upon demand with an annual interest rate of 5%.



Except as otherwise indicated herein, there have been no related
party transactions since our inception, or any other transactions or relationships required to be disclosed pursuant to Item 404
and Item 407(a) of Regulation S-K.



26





















Item 14. Principal Accountant Fees and Services.



Seale and Beers, CPAs served as our principal
independent public accountants for reporting fiscal year ending August 31, 2013 and De Joya Griffith,
LLCserved as our principal independent public auditors for the year ended August 31, 2012. Aggregate fees billed to us
for the years ended August 31, 2013 and August 31, 2012 for audit fees were as follows:





|                      | For Year Ended August 31, |  | For the Year Ended August 31 |  |  | 
|--------------------- | ------------------------- |  | ---------------------------- |  |  | 
|                      | 2013                      |  | 2012                         |  |  | 
|(1)Audit Fees (1)     | $17,500                   |  | $11,250                      |  |  | 
|(2)Audit-Related Fees |                           |  |                              |  |  | 
|(3)Tax Fees           |                           |  |                              |  |  | 
|(4)All Other Fees     | -                         |  | -                            |  |  | 







(1) Audit Fees include fees billed and expected
to be billed for services performed to comply with Generally Accepted Auditing Standards (GAAS), including the recurring audit
of the Company's financial statements for such period included in this Annual Report on Form 10-K/A and for the reviews of the
quarterly financial statements included in the Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission.





Audit Committee Policies and Procedures



We do not have an audit committee; therefore
our Board of Director pre-approves all services to be provided to us by our independent auditor. This process involves obtaining
(i) a written description of the proposed services, (ii) the confirmation of our Principal Accounting Officer that the services
are compatible with maintaining specific principles relating to independence, and (iii) confirmation from our securities counsel
that the services are not among those that our independent auditors have been prohibited from performing under SEC rules. Our directors
then makes a determination to approve or disapprove the engagement of De Joya Griffith, LLC for the proposed services. In the fiscal
year ending August 31, 2012, all fees paid to De Joya Griffith, LLC were unanimously pre-approved in accordance with this policy.



Less than 50 percent of hours expended on the
principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year were attributed
to work performed by persons other than the principal accountant's full-time, permanent employees.





27





















PART IV



Item 15. Exhibits, Financial Statement Schedules.





The following information required under this item is filed as part
of this report:



(a) 1. Financial Statements

|                                                                 | Page
|---------------------------------------------------------------- | ----
|                                                                 |     
|                                                                 |     
|Management's Report on Internal Control Over Financial Reporting | 34  
|Report of Independent Registered Public Accounting Firm          | F-1 
|Balance Sheets                                                   | F-2 
|Statements of Operations                                         | F-3 
|Statements of Stockholders' Equity                               | F-4 
|Statements of Cash Flows                                         | F-5 



(b) Financial Statement Schedules



None.







28























(c) Exhibit Index



|        |                           |                                                                                                 | Incorporated by reference |              
|------- | ------------------------- | ----------------------------------------------------------------------------------------------- | ------------------------- | -------------
|Exhibit | Exhibit Description       | Filed herewith                                                                                  | Form                      | Period Ending
|3.1     | Articles of Incorporation |                                                                                                 | S-1                       | 8/31/10      
|        | 3.2                       | By-laws as currently in effect                                                                  |                           | S-1          
|        | 31.1                      | Certification of Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act | X                         |              
|        | 32.1                      | Certification of Principal Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act | X                         |              
|        | 101                       |                                                                                                 | *                         |              
|        |                           |                                                                                                 |                           |              

* Pursuant to Rule 406T of Regulation S-T, these interactive data
files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities
Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended,
and otherwise are not subject to liability under those sections.





29























SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                         | JA Energy
        Registrant |                                                                                                                                        
|------------------------ | ---------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------
|                         |                              |                                                                                                                                        
|                         |                              |                                                                                                                                        
|Date:  February 24, 2014 | /s/ James Lusk               |                                                                                                                                        
|                         | Name: James Lusk             |                                                                                                                                        
|                         |                              | Title: President, Director
        Principal Executive Officer
        Principal Financial Officer
        Principal Accounting Officer
|                         |                              |                                                                                                                                        
|                         |                              |                                                                                                                                        

Pursuant to the requirements of the Securities Exchange Act of 1934,
the following persons on behalf of the Registrant and in the capacities and on the dates indicated have signed this report below.

|                                                      |  |                                                                                          |  |                  
|----------------------------------------------------- |  | ---------------------------------------------------------------------------------------- |  | -----------------
|Signature                                             |  | Title                                                                                    |  | Date             
|                                                      |  |                                                                                          | 
|/s/ James
        Lusk
        James Lusk             |  | President, Director and
        Chief Executive Officer,
        Chief Financial Officer |  | February 24, 2014
|                                                      |  |                                                                                          | 
|/s/ Jennifer
        Roberts
        Jennifer Roberts |  | Director                                                                                 |  | February 24, 2014
|                                                      |  |                                                                                          | 
|/s/ Paul Jarrett
        Paul Jarrett                 |  | Director                                                                                 |  | February 24, 2014
|                                                      |  |                                                                                          |  |                  





30